CyrusOne Inc filed SEC Form 8-K: Submission of Matters to a Vote of Security Holders, Other Events, Financial Statements and Exhibits
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| Item 5.07 | Submission of Matters to a Vote of Security Holders |
As previously disclosed, on November 14, 2021, CyrusOne Inc., a Maryland corporation (“CyrusOne” or the “Company”), entered into an Agreement and Plan of Merger (the “Merger Agreement”) with Cavalry Parent L.P., a Delaware limited partnership (“Parent”), and Cavalry Merger Sub LLC, a Delaware limited liability company and a wholly owned subsidiary of Parent (“Merger Sub”), pursuant to which, subject to the terms and conditions of the Merger Agreement, Merger Sub will be merged with and into the Company (the “Merger”), with the Company surviving the Merger as a wholly owned subsidiary of Parent. On February 1, 2022, the Company held a virtual special meeting of its stockholders (the “Special Meeting”) to vote on the proposals identified in the definitive proxy statement filed with the Securities and Exchange Commission (the “SEC”) on December 30, 2021, which was first mailed to the Company’s stockholders on December 31, 2021.
As of the close of business on December 23, 2021, the record date for the Special Meeting, there were 129,553,316 shares of common stock, par value $0.01 per share, of the Company (“Company Common Stock”) outstanding and entitled to vote at the Special Meeting. 101,995,210 shares of Company Common Stock, representing approximately 78.73% of all of the issued and outstanding Company Common Stock entitled to vote, were represented at the Special Meeting. The tables below detail the voting results for each proposal:
| 1. | The proposal to approve (i) the Merger in accordance with the terms of the Merger Agreement, (ii) the Merger Agreement and (iii) the other transactions contemplated by the Merger Agreement (the “Merger Proposal”). The Company’s stockholders approved the Merger Proposal as follows: |
| Votes For | Votes Against | Votes Abstained | Broker Non-Votes | |||
| 101,582,127 | 72,909 | 340,174 | 0 |
| 2. | The proposal to approve, by advisory (non-binding) vote, the compensation that may be paid or become payable to the Company’s named executive officers in connection with the consummation of the Merger (the “Advisory Compensation Proposal”). The Company’s stockholders approved, on an advisory (non-binding) basis, the Advisory Compensation Proposal as follows: |
| Votes For | Votes Against | Votes Abstained | Broker Non-Votes | |||
| 59,129,673 | 41,984,047 | 881,490 | 0 |
In connection with the Special Meeting, the Company also solicited proxies with respect to the adjournment of the Special Meeting for the purpose of soliciting additional proxies if there were insufficient votes at the Special Meeting to approve the Merger Proposal (the “Adjournment Proposal”). As there were sufficient votes at the time of the Special Meeting to approve the Merger Proposal, the Adjournment Proposal was unnecessary and such proposal was not submitted to the stockholders for approval at the Special Meeting.
| Item 8.01 | Other Events |
On February 1, 2022, the Company issued a press release announcing the results of the stockholder vote at the Special Meeting. A copy of the press release is attached hereto as Exhibit 99.1 and is incorporated herein by reference.
| Item 9.01 | Financial Statements and Exhibits |
(d) Exhibits
| Exhibit No. | Description |
| 99.1 | Press Release, dated February 1, 2022 |
| 104 | Cover Page Interactive Data File (embedded within the Inline XBRL document) |
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
| CYRUSONE INC. | ||
| Date: February 1, 2022 | By: | /s/ Robert M. Jackson |
| Name: Robert M. Jackson | ||
| Title: Executive Vice President, General Counsel and Secretary | ||